www.CypressFirst.com
“Do What’s Right For Cypress” (No. 3)
June 6, 2017
CypressFirst Candidates J. Daniel McCranie and Camillo Martino Personal Experts on Cypress 3.0
Dan McCranie and Camillo Martino have been responsible for defining, executing and selling semiconductor systems-level
solutions (Cypress 3.0) for virtually their entire business careers. All other current Cypress directors have no such experience.
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DisclaimerT.J. Rodgers is the founding CEO of the Company. Rodgers, J. Daniel McCranie and Camillo Martino may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the“Annual Meeting”) of the Company. Rodgers, McCranie and Martino have filed a definitive proxy statement (the “CypressFirst Proxy Statement”) and accompanying GOLD proxy card with the Securities and Exchange Commission (the “SEC”) in connection with his solicitation of proxies for the Annual Meeting. Rodgers owns or controls voting of 8,727,619 shares of the Company’s common stock. McCranie and Martino own 25,000 and 10,000 shares, respectively, of the Company’s common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, are included in the CypressFirst Proxy Statement and may be included in other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Rodgers, McCranie and Martino have mailed the definitive CypressFirst Proxy Statement and a GOLD proxy card pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE CYPRESSFIRST PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT RODGERS, McCRANIE AND MARTINO HAVE FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, copies of the definitive CypressFirst Proxy Statement and any other related documents filed by CypressFirst with respect to the Company with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov). In addition, copies of such materials, when available, may be requested free of charge from MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885 or by email: [email protected].
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Our Candidates Are Better Qualified
Source: CY website, Bloomberg
Non-Cypress Semiconductor Experience ElectricalEngineering
DegreeIndustry FocusCEO Public
BoardsOperations:Mfg, Mkt, R&D
Sales:System-level
McCranie, J. Daniel ✔✔ ✔✔✔✔✔✔✔✔✔
✔ ✔✔✔ ✔ Semiconductor
Martino, Camillo ✔ ✔✔✔ ✔ ✔✔ ✔ Semiconductor
Albrecht, W. Steve x x x x x Accounting
Benhamou, Eric A. x x x x ✔ Communications
Bingham, Ray x ✔✔✔ x x x Software
El-Khoury, Hassane x x x ✔ ✔ Semiconductor
Kwon, O.C. ✔ ✔✔ ✔ x x Semiconductor
Van Den Hoek, Wilbert
x x x x x SemiconductorEquipment
Wishart, Michael S. x ✔ x x x InvestmentBanking
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Creating and Selling Semiconductor
Silicon Solutions
SignificantEngagement in
Automotive Market
Direct Semiconductor
Strategic Account Management
DirectSemiconductor Manufacturing
Experience
Industry Focus
Nominees
Martino, Camillo ✔ ✔ ✔ ✔ Semiconductor
McCranie, J. Daniel ✔ ✔ ✔ ✔ Semiconductor
Current Directors
Albrecht, W. Steve x x x x Accounting
Benhamou, Eric A. x x x x Communications
Bingham, Ray x x x x Software
El-Khoury, Hassane ✔ ✔ ✔ x Semiconductor
Kwon, O.C. x x x ✔ Semiconductor
Van Den Hoek, Wilbert x x x x Semiconductor Equipment
Wishart, Michael S. x x x x InvestmentBanking
Our Candidates Are Better Qualified for Cypress 3.0
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Ray Bingham Is Not “Essential” to Cypress 3.0
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From June 5 CypressFirst letter to stockholders:
“The Cypress Board claims that Mr. Bingham is essential to the success of “Cypress 3.0.” Yet, that same Board has never informed you that Bingham already has one foot out the door. We now know that Bingham intends to leave Cypress and join Canyon Bridge full-time once his term as executive chairman is over no later than the end of 2017, according to a Cypress statement. Why would the Board recommend the re-election of a conflicted, non-technical, lame duck over the CypressFirst board nominees J. Daniel McCranie and Camillo Martino? In addition to their impeccable ethics records and having held between them three semiconductor CEO positions and 12 directorships, both Dan and Camillo were applications engineers during their early careers, selling not just chips, but full system solutions to customers—practicing the theory underlying Cypress 3.0, which they can support much better than any current Cypress Board member.”
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“Cypress 3.0” is Mission-Critical to Cypress
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▪ “Cypress 3.0” is Cypress jargon for “system selling” vs. chip selling• Every microprocessor company today sells this way• For example, Microchip semiconductor calls it “Microchip 2.0”
▪ What is system selling?• Example: sell a automotive-certified gas gauge ($2) vs. a touch-screen chip ($0.50)
• touch-screen chip• firmware for microcontroller-automotive certified• gas gauge touch sensor• guaranteed gas gauge functionality & reliability
• Example: sell a UL-certified coffee production system vs. a simple microcontroller
▪ Added skills required• Firmware (on-chip software program)• System level testing and validation• Standards body and safety certification
▪ Added resources required• System architect (added to Cypress 2007)• Software engineers (now > 200 at Cypress)• Application engineers to test and validate system (now > 150 at Cypress)
▪ The Cypress Board has no system engineering experts who have ever worked in semiconductors
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As stated in Cypress’ March 28, 2017 Analysts’ Presentation:
▪ CORPORATE Managing a set of Cypress businesses with clear corporate direction and target markets / applications, but execution autonomy
▪ MARKET Addressing markets that matter with solutions that matter. Play to win in these businesses
▪ CUSTOMER Engaging key and strategic customers with executive relationships starting with the CEO, while deploying broad go-to-market initiatives for our 30,000 customers
▪ DEVELOPMENT Focusing on solutions with fast time-to-market: applying IP-based design (HOBTO) to all platforms with complete software; silicon without software is just sand
▪ OPERATIONS Providing exceptional customer service with 100% on-time delivery to original schedule, 95% delivery to customer-request, 0 ppm quality and 4-week lead times
How Cypress Semiconductor defines Cypress 3.0
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CORPORATE – Target Market and Applications ▪ CEO at SEEQ Technology (1986-1993) successfully launching Ethernet solutions▪ EVP Sales and Marketing at Cypress (1994 – 2001) involved in transforming company from a components supplier
to a programmable solutions companyMARKET – Addressing key markets with systems solutions▪ Automotive End Markets: Chairman of both Freescale Semiconductor (2011-2014) and ON Semiconductor
(2001-2017), both very large suppliers to Automotive (>$1 Billion each) accounts▪ Consumer/Industrial Market: EVP Sales and Applications at Cypress Semiconductor (2014-2015) driving the
systems (firmware/hardware) solution for microcontrollers at large accountsCUSTOMER – Executive relationships at key and strategic accounts▪ EVP Sales and Marketing at Harris (1980-1981) EVP Sales and Marketing at Cypress(1994-2001), EVP Sales
and Marketing at SEEQ (1981 – 1986), Sales/Aps Director at multiple semiconductor companies DEVELOPMENT – Hardware, firmware and software semiconductor solutions▪ Systems solutions: Cypress PSoC microcontroller systems for USB Type-C, SEEQ Ethernet transceiver/data
link converters, with firmwareOPERATIONS – Exceptional customer service▪ Board Director Cypress Semiconductor (1995-2014). Dan drove Cypress management to change their
benchmarks for best-in-class customer service and was a key driver in Cypress’s strong quality and delivery performance improvements.
Dan McCranie has extensive experience as CEO, Sales & Mkt EVP and Applications Manager in creating and selling silicon solutions in the desired Cypress 3.0 end markets.
Dan McCranie’s Experience Related to Cypress 3.0
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CORPORATE – Target Market and Applications ▪ COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to
consumer and industrial market▪ CEO Silicon Image (2010 – 2015) building and selling systems solutions products to the consumer marketMARKET – Addressing key markets with systems solutions.▪ Consumer/Industrial Market: CEO Cornice Inc., building system storage solutions market.▪ Applications & Marketing at National Semiconductor (1987-2000) creating product and customer reference
system solution designs for the automotive, industrial, consumer and telecom CUSTOMER – Executive relationships at key and strategic accounts▪ Marketing Director and Applications Engineer at National Semiconductor (1987-2000)▪ COO at Zoran Corporation (2001-2005)▪ CEO Silicon Image (2010-2015)DEVELOPMENT – Hardware, firmware and software semiconductor solutions▪ COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to
consumer and industrial market▪ CEO Silicon Image (2010-2015) building and selling systems solutions products to the consumer market.OPERATIONS – Exceptional customer service▪ COO at Zoran Corporation (2001-2005) creating, manufacturing and marketing system-on-a-chip products to
consumer and industrial market.▪ CEO Silicon Image (2010-2015)
Camillo Martino’s entire career has been in the field of defining, developing, building and marketing silicon-based system-level products, which include the requisite firmware and software.
Camillo Martino’s Experience Related to Cypress 3.0
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CypressFirst Nominee – Camillo Martino
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▪ Career semiconductor industry executive, focusing on corporate operations and international marketing
▪ Age: 55▪ Education: B.App.Sc.
(in Elec. Engineering), Melbourne Univ, 1983, & Grad Dip. (in Digital Comm.), Monash Univ. 1987
▪ Full CV, page A1
Camillo Martino Operating Experience – 30 years in Tech Industry▪ CEO: Silicon Image 2010-2015
▪ COO: SAI Technology 2008-2009
▪ CEO: Cornice, Inc 2005-2007
▪ COO: Zoran 2001-2005
▪ Marketing & International Experience @ National Semiconductor 1987-2000▪ North America, Business Unit Director 1997-2000▪ Tokyo, Business Unit Director 1991-1996▪ Hong Kong, Marketing 1990-1991▪ Australia, Technical Applications 1987-1990
Board Experience – 3 Public Boards (2 current), 3 Private Boards ▪ Board of Directors: MagnaChip Semiconductor 2016-present
▪ Board of Directors: MosChip 2017-present
▪ Board of Directors: VVDN Technologies (Private) 2016-present
▪ Board Vice Chairman: SAI Technology (Private) 2015-present
▪ Board of Directors: Silicon Image, Inc. 2010-2015
▪ Board of Directors: SAI Technology, Inc. 2007-2010
▪ Board of Directors: Cornice (Private) 2005-2007
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CypressFirst Nominee – J. Daniel “Dan” McCranie
Senior semiconductor industry executive, skilled in electronic systems design, marketing, sales and Management
Over 14 years direct experience with Cypress as operating executive and Board member
Age: 73
Education: BSEE Virginia Tech , 1966
J. Daniel McCranieOperating Experience–50 years in Tech Industry▪ CEO: SEEQ Technology (SEEQ), 1986–1993▪ CEO: Virage Logic (VIRL), 2006–2010▪ EVP Sales and Marketing: Cypress Semiconductor , 1994–2001 and 2014–2015▪ EVP Sales and Marketing: SEEQ Technology, 1981–1986▪ EVP Sales and Marketing: Harris Corporation, 1980–1981▪ Design / Technical Sales Management: AMD▪ Design / Technical Sales Management: AMI ▪ Design / Technical Sales Management: Signetics▪ Design / Technical Sales Management: Digital Development ▪ Design / Technical Sales Management: General Dynamics ▪ Design / Technical Sales Management: Pan American World Airways
Board Experience – 10 Public Boards▪ Board of Directors: Mentor Graphics, 2012-present▪ Board of Directors: Freescale Corp, 2011-2014▪ Board of Directors: Cypress Semiconductor, 2005-14▪ Board of Directors: Actel Corp, 2004-2010▪ Board of Directors: Virage Logic, 2003-2010▪ Board of Directors: Asat Holdings, 2002-2004▪ Board of Directors: ON Semiconductor Corp, 2001-2017▪ Board of Directors: Xicor Corp, 2000-2004▪ Board of Directors: California Micro, 2000-2004▪ Board of Directors: SEEQ, 1986-1994
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Founding CEO of Cypress Semiconductor in 1982. Served as the Company’s President and CEO until April 2016. Rodgers is the largest non-institutional Cypress stockholder controlling the vote of an aggregate of 8.7 million shares of common stock. Full CV on page A3.
T.J. Rodgers▪ Founding CEO, Cypress Semiconductor 1982-2016▪ Cypress financial summary 12/81-4/16: $4.1 billion positive cashflow
• Took startup to $1.8 billion in revenue• Achieved world No. 1 rank: SRAMs, NOR Flash memories• Raised funding of $4.4 billion ($40M venture, $118M IPO & stock
sales, $4.23B convertible/debt)• Returned capital of $8.5 billion ($4.00B stock repurchase, $1.48B
debt repayment, $425M cash dividends, $2.60B SunPower spinout)▪ Cypress organizational summary: built a 6,000-person worldwide organization
• 4/83, $7.5 million, Round A(25 months)IPO: $70 million, 5/86• 32 acquisitions. Revenue: $9.7 million, Q1’86 $450 million, Q1’16 • Sunpower: acquired 2002, spun out to stockholders 2008 ($2.6 billion)• Built the infrastructure now dubbed “Cypress 3.0”:
∙ Automotive (started automotive business unit, hired El-Khoury, Fujitsuacquisition, Spansion merger)
∙ Communications (Broadcom IoT group acquisition)∙ USB Type-C (three USB acquisitions)∙ Hired hundreds of software and applications engineers∙ Created Programmable System on Chip (PSoC), internal startup∙ Named Hassane El-Khoury as successor
▪ Board of Directors: Water Bit (precision agriculture), Enphase (solar electronics),Enovix (silicon-lithium ion batteries), Bloom Energy (fuel cells). Rodgers has nointerest in returning to management at Cypress
▪ PhD Solid State Electronics, Stanford University 1975▪ BA Physics and Chemistry, Salutatorian, Dartmouth College 1970
CypressFirst Nominator – T.J. Rodgers
